SCHEDULE 14C INFORMATION
Information Statement Pursuant to Section 14(c) of the Securities Exchange Act of 1934
Check the appropriate box:
[ ] Preliminary Information Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))
[X] Definitive Information Statement
Whole Living, Inc.
(Name of Registrant as Specified In Its Charter)
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WHOLE LIVING, INC.
972 North 1430 West
Orem, UT 85057
Telephone: (801) 655-5500
INFORMATION STATEMENT
This information statement is being furnished by Whole Living, Inc., a Nevada corporation, to the holders of our
common stock. On October 27, 2006, our Board of Directors proposed that our articles of incorporation be amended
to change the name of the corporation to “ForeverGreen Worldwide Corp.” and to create a class of preferred stock
with 10,000,000 shares authorized. On November 1, 2006 stockholders holding a majority of our common stock
approved the Board’s proposal by written consent. Accordingly, the corporate actions were approved by a majority
of the issued and outstanding shares of our common stock in lieu of a special meeting of stockholders and no further
votes will be needed.
This Information Statement is being mailed on or about November 20, 2006 to all stockholders of record at the close
of business on the “Record Date”. This Information Statement is being provided pursuant to the requirements of
Rule 14c-2 promulgated under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”). The purpose of this Information Statement is to inform holders of our common stock entitled to vote or give
an authorization or consent in regard to the action authorized by the written consent that the corporate action has
been approved. Pursuant to Rule 14c-2 under the Exchange Act, the proposal will not be effective until December
20, 2006, twenty days after the date this Information Statement is mailed to the stockholders.
You should carefully read the entire Information Statement to more fully understand these matters affecting the
company. If you have any questions regarding this information statement please contact:
Stockholder Relations
Whole Living, Inc.
972 North 1430 West
Orem, UT 85057
Telephone: (801) 655-5500
WE ARE NOT ASKING FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND A PROXY.
THE TRANSACTION DISCUSSED IN THIS INFORMATION STATEMENT IS BEING PROVIDED FOR
INFORMATIONAL PURPOSES ONLY.
THIS INFORMATION STATEMENT DOES NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY ANY SECURITIES.
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INTRODUCTION
On October 27, 2006 we entered into a letter of intent to acquire ForeverGreen International, LLC (“ForeverGreen”).
In anticipation of the consummation of this acquisition our Board of Directors (the “Board”) proposed by resolution
on October 27, 2006, that we file a certificate of amendment to our articles of incorporation to change the
corporation’s name to “ForeverGreen Worldwide Corp.” Our Board also proposed that we amend our articles to
establish a class of preferred stock with 10,000,000 shares authorized.
Nevada Revised Statutes (“NRS”) 78.320 and our bylaws provide that any action required or permitted to be taken at
a meeting of stockholders may be taken without a meeting, if before or after the action, a written consent is signed by
stockholders holding at least a majority of the voting power. NRS 78.350 provides that the record date is the first
date on which a valid, written consent is delivered in accordance with NRS 78.320. Accordingly, the record date for
stockholders entitled to vote on these matters is November 1, 2006 (the “Record Date”).
On the Record Date we had 6,667,779 shares of common stock outstanding. Whole Living stockholders holding
3,584,932 shares of common stock, or 53.8% of the voting power of the common stock, approved the proposed
corporate actions described in more detail below. After December 20, 2006 (twenty calendar days after the mailing
date of this information statement), our executive officers will cause to be filed a certificate of amendment to our
articles of incorporation that will effect the name change and establish the preferred stock. Our executive officers
will complete any other necessary procedures to effect the approved corporate actions.
ACTIONS APPROVED
CORPORATE NAME CHANGE
Whole Living, Inc. entered into a letter of intent on October 27, 2006 to acquire the remaining 77% equity interest of
ForeverGreen. In January 2006 we acquired a 23% equity interest in ForeverGreen International, LLC, a private
company (“ForeverGreen”). ForeverGreen’s management team joined Whole Living’s management team and we
consolidated the product line of Brain Garden, Inc., our wholly-owned subsidiary, with the product line of
ForeverGreen. We also integrated our distributors into the ForeverGreen business model.
Pursuant to the letter of intent the companies will enter into an acquisition agreement and Whole Living will change
its name to “ForeverGreen Worldwide Corp.” Whole Living will file a certificate of amendment to our articles of
incorporation to effect the name change. A Nevada corporation must obtain stockholder approval to amend its
articles of incorporation. Accordingly, on October 27, 2006 our Board proposed that our stockholders approve the
name change and on November 1, 2006 a majority of stockholders did so.
As a result of the corporate name change, we will be required to change the trading symbol for our common stock on
the OTC Bulletin Board.
PREFERRED CLASS OF STOCK
Whole Living currently does not have a class of preferred stock. Our Board proposed that we establish a class of
preferred stock with 10,000,000 shares authorized. To establish a preferred class we must amend our articles of
incorporation, which requires stockholder approval. The purpose of the preferred class is to grant preferential rights
to certain persons for adequate consideration. Our Board determined it was in Whole Living’s best interest at this
time to create a preferred class of stock to be used to convert outstanding notes payable. By converting the debt into
preferred stock, our total liabilities will be decreased. After the class of preferred stock is created, our Board may,
from time to time, file certificates of designation of rights and preferences for a series of preferred stock. The
certificate of designation will establish the voting powers, designations, preferences, limitations, restrictions,
conversion features and relative rights of each series. The preferred stock may be issued for consideration as
determined by the Board without any action from the stockholders.
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Material Effects of PreferredStock
The creation of a preferred class of stock does not have an immediate effect on stockholders of our common stock.
Each stockholder retains the same proportionate interest in Whole Living as he/she/it held prior to the establishment
of the preferred stock. However, when preferred stock is issued in the future, the preferential rights of the preferred
stock must be satisfied before the holders of common stock are entitled to receive dividends or to participate pro rata
in any distribution of assets available for distribution upon a liquidation of Whole Living.
Under certain circumstances any issuance of preferred stock may have the effect of delaying or preventing a change
in control of the company by increasing the number of outstanding shares entitled to vote on the matter and by
increasing the number of votes required to approve a change in control. Shares of preferred stock could be issued
that render more difficult or discourage an attempt to obtain control of the company by means of a tender offer,
proxy contest, merger or otherwise. The ability of the Board to issue additional shares of preferred stock could
discourage an attempt by a party to acquire control. Such issuances could deprive stockholders of benefits that could
result from such an attempt, such as the realization of a premium over the market price of the common stock in a
tender offer.
OTHER INFORMATION
DESCRIPTION OF SECURITIES
We are currently authorized to issue 100,000,000 shares of common stock, par value $.001 per share. All shares of
common stock have equal rights and privileges with respect to voting, liquidation and dividend rights. Each share of
common stock entitles the holder:
•
to one non-cumulative vote for each share held of record on all matters submitted to a vote of the
stockholders,
•
to participate equally and to receive any and all such dividends as may be declared by the Board of
Directors out of funds legally available; and
•
to participate pro rata in any distribution of assets available for distribution upon liquidation of Whole
Living. Our stockholders have no preemptive rights to acquire additional shares of common stock or any
other securities.
PRINCIPAL HOLDERS OF VOTING SECURITIES
The following table sets forth the beneficial ownership of our management. We are unaware of any person or group
who beneficially owns more than 5% of our outstanding common stock. Beneficial ownership is determined in
accordance with the rules of the SEC and generally includes voting or investment power with respect to securities.
Except as indicated by footnote, the persons named in the table below have sole voting power and investment power
with respect to the shares of common stock shown as beneficially owned by them. The percentage of beneficial
ownership is based upon 6,667,779 shares of common stock outstanding as of the Record Date.
MANAGEMENT
Name and Address of
Number of Shares of
Percentage of
Beneficial Owners
Common Stock
Class
Ronald Williams
1,000,000
15.0%
972 North 1430 West
Orem, UT 85057
Robert Reitz
66,667
1.0%
972 North 1430 West
Orem, UT 85057
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Brenda Huang
66,667
1.0%
972 North 1430 West
Orem, UT 85057
All executive officers and
1,133,334
17.0%
directors as a group
DELIVERY OF INFORMATION STATEMENT
For more detailed information about the company, including financial statements, you may refer to our recent Form
10-QSB for the period ended June 30, 2006 filed with the Securities and Exchange Commission. This information
may be found at the SEC’s EDGAR database at www.sec.gov. Our audited financial statements are contained in our
Form 10-KSB for the year ended December 31, 2005, also available at www.sec.gov.
Upon written or oral request, we will furnish without charge to record and beneficial holders of our common stock a
copy of any and all of the documents referred to in this information statement. These documents will be provided by
first class mail or other equally prompt means within one business day of the request. Please make your request to
the address or phone number below.
Only one information statement is being delivered to stockholders sharing an address unless contrary instructions
have been received from one or more of those stockholders. We will promptly deliver separate copies to a
household of any stockholder who did not receive an individual copy and who requests a copy. Please submit your
request to:
Stockholder Relations
Whole Living, Inc.
972 North 1430 West
Orem, UT 85057
Telephone: (801) 655-5500
By order of the Board of Directors,
/s/ Robert Reitz
Robert Reitz, Secretary
November 17, 2006
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